FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  PROBERT GREGORY
 2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2004		 3. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF]
(Last)
(First)
(Middle)
C/O HERBALIFE INTERNATIONAL, INC., 1800 CENTURY PARK EAST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90067		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options 07/31/2004 07/31/2013 Common Stock 125,000 $ 5 D  
Non-Qualified Stock Options 07/31/2005 07/31/2013 Common Stock 75,000 $ 7 D  
Non-Qualified Stock Options   (1) 09/01/2014 Common Stock 40,000 $ 9 D  
Non-Qualified Stock Options 07/31/2006 07/31/2013 Common Stock 75,000 $ 11 D  
Non-Qualified Stock Options   (1) 09/01/2014 Common Stock 40,000 $ 13 D  
Non-Qualified Stock Options   (2) 12/01/2014 Common Stock 375,000 $ 15.5 D  
Non-Qualified Stock Options 07/31/2007 07/31/2013 Common Stock 75,000 $ 17 D  
Non-Qualified Stock Options   (1) 09/01/2014 Common Stock 40,000 $ 17 D  
Non-Qualified Stock Options   (1) 09/01/2014 Common Stock 40,000 $ 21 D  
Non-Qualified Stock Options 07/31/2008 07/31/2013 Common Stock 75,000 $ 23 D  
Non-Qualified Stock Options   (1) 09/01/2014 Common Stock 40,000 $ 25 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PROBERT GREGORY
C/O HERBALIFE INTERNATIONAL, INC.
1800 CENTURY PARK EAST
LOS ANGELES, CA 90067		       Chief Operating Officer  

Signatures

/s/ Vicki Tuchman, by power of attorney 12/15/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options vest quarterly in installments of 5% beginning 9/30/04.
(2) Options vest in three equal installments on 12/1/07, 12/1/08, and 12/1/09.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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